Governance, Communications, Human Resources and Compensation Committee (GCHRCC) Meeting - September 16, 2016

Public Agenda

A) Approval of Agenda 

Recommendation: Approval

Document Reference: Agenda

Responsible Person: Chair

B) Declaration of Conflict of Interest

Recommendation: Declarations

Document Reference: Agenda and Conflict of Interest Policy

Responsible Person: Chair

C) Confirmation of Previous GCHRCC Public Meeting Minutes of July 15, 2016

Recommendation: Approval

Document Reference: Minutes

Responsible Person: Chair

D) Business Arising from the Closed Meeting Minutes and Action Items Update

Recommendation: Information

Document Reference: Action Item List

Responsible Person: Chair

E) Compliance Reporting Q2 2016

Recommendation: Information

Document Reference: GCHRCC:37

Responsible Person: Director of Compliance & Legal Counsel

Public Meeting Minutes

The Governance, Communications, Human Resources and Compensation Committee (GCHRCC or Committee) of Toronto Community Housing Corporation (TCHC) held a public meeting on September 16, 2016, in the Main Floor Conference Room, 931 Yonge Street, Toronto, ON M4W 2H2, commencing at 10:21 a.m.

Committee Directors in Attendance:

Pamela Taylor, Chair

Joseph Kennedy

Catherine Wilkinson

Regrets:

Councillor Joe Cressy, Vice Chair

Management Present:

Mark Johnson, General Counsel and Corporate Secretary

Ted Millward, Legal Counsel

Wayne Tucker, Chief Operating Officer

Cathy Barker, Vice President, Human Resource

Tracy Wolbaum, Human Resources Director, Talent Acquisition

Ismail Ibrahim, Director of Compliance & Legal Counsel

Helen Trajanos, Director, Insurance & Risk Management

Guest:

Steve Moskowitz, Senior Vice President, Marsh Canada

A quorum being present, the Chair called the meeting to order and Ms. Sonia Fung served as recording secretary.

Item 1A - Approval of Public Meeting Agenda

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC approved the agenda.

Item 1B - Declaration of Conflict of Interest

No conflicts were declared.

Item 1C - Confirmation of Public Meeting Minutes of July 15, 2016

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC confirmed the above-captioned minutes without amendments.

Item 1D - Business Arising from the Closed Meeting Minutes and Action Items Update

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC received the report for information.

Item 1E - Compliance Reporting Q2 2016, GCHRCC:2016-37

The Committee enquired about compliance with the AODA legislation, noting that Board members who were appointed in December 2015 have yet to receive AODA training. The Committee requested that training be scheduled for the new Board members.

The Committee enquired about AODA compliance for signage that is used to inform tenants of service disruptions and emergencies. Management advised that ensuring compliant signage is consistently used is a priority for the communications and operations group, and work is ongoing in this area. The Committee asked that an update on the status of AODA communications for emergencies and service disruptions be provided to the Committee and that this be reflected on the action item list. 

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC received the report for information.

Action Item 

Management to:

1. Arrange for AODA training for those Board members who have not been trained.
2. Provide the GCHRCC with an update on the status of AODA compliant communications used for emergencies and service disruptions. 

Item 2 - Chair's Remarks

The Chair advised that in the in-camera and the confidential sessions of the meeting the Committee discussed the following items: union negotiation mandates, the compensation philosophy and succession planning. More work will be done in those areas and further reports will be provided at a later date.

Item 4 - 2016-17 Corporate Insurance Program Renewal, GCHRCC:2016-40

Ms. Trajanos introduced Mr. Moskowitz, Senior Vice President of Marsh Canada.  Mr. Moskowitz was involved in the due diligence review that Marsh Canada performed for TCHC.

Ms. Trajanos advised that the insurance program needs to be renewed by November 1st, and that the recommended renewal is as per the existing terms and with some coverage improvements.  

Mr. Trajanos referred the Committee to the limits and lines of coverage that are recommended for purchase under the core HSC program, as well as the limits and lines of coverage recommended for purchase outside the core program that are purchased directly through Marsh.
 
Mr. Trajanos advised that TCHC is working with the broker to map out a process to gradually reflect the increase in the replacement value of TCHC’s properties and the associated premium increases.  Replacement values were kept at $8.3 billion for 2017 with an anticipated increase to approximately $9 billion over the next 3 years.  Premium increases to reflect the increase in replacement value will be phased-in over the three year period.  

Regarding the cost evaluation of remaining in the HSC program, Marsh’s evaluation involved approaching 20 different insurance markets to obtain costing options to exit the program.  Marsh confirmed that many insurers declined to quote given the social housing risk profile, and those who provided quotes had pricing that was higher than the HSC program.

Marsh also did an in depth program review and confirmed that the current limits and lines of coverage TCHC carries are adequate.  

Regarding TCHC becoming part of the City’s insurance program, the Committee was advised that the unwillingness of the City’s insurers to insure TCHC’s risk exposure remains, and that agreement cannot be obtained to add TCHC to the City’s insurance program. 

The Committee raised the issue of requiring tenant’s to obtain their own insurance, citing provisions in the lease requiring tenant insurance. 

Ms. Trajanos advised that a staff working group was initiated to review implementing a mandatory tenant insurance program.  Various brokers were engaged to obtain quotes.  A report was submitted to ELT with a number of options for a program, each of which raised different challenges such as staffing implications and the need for an IT solution.  Ms. Trajanos noted that given limited resources, the assessment and implementation of a program was put on hold.  

Ms. Trajanos advised that front line staff continue to actively promote tenant insurance to tenants through numerous means. 

The Committee requested that further consideration of mandatory tenant insurance be included as an item to be added to the Committee’s work plan. 

Motion carried

ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Kennedy and carried, the GCHRCC approved the recommendations that the GCHRCC:

1. Approve the renewal of the 2016-2017 Insurance Program, including all additional coverage as outlined in the attached report, which reflects total insurance cost of $4,902,437 before PST; and
2. Recommend approval of same to the TCHC Board of Directors at its October 14th, 2016 meeting.

Action Item:

Include mandatory tenant insurance as an item on the Committee’s work plan for 2017.

Item 4 - TCHC Subsidiary Review Process, GCHRCC:2016-39

Mr. Ibrahim presented the report and answered questions raised by GCHRCC members.

Mr. Ibrahim advised that since the last report on this subject, Management has looked at each subsidiary and the time lines for when TCHC may be in a position to wind up, dissolve or amalgamate each of them. In addition, the reporting structure of the subsidiaries to the Board was assessed. 

It is anticipated that by the end of next year, the number of subsidiaries can be reduced by one third. Dissolution of subsidiaries would start with those whose purposes have been fulfilled and that have the least complications to dissolve. Mr. Ibrahim advised that the development subsidiaries present more difficulty to dissolve at this time given they involve agreements with developers, banks or other entities that would have to be assigned.  

Mr. Ibrahim indicated that the current subsidiary reporting at the committee and subsidiary level would be enhanced by reporting annually to the TCHC Board. The Committee emphasized the need for the TCHC Board to be provided with information on large projects and future development and financing commitments. The level of reporting was discussed and Management advised that quarterly reporting can also be provided to BIFAC. The Committee also emphasized the need to ensure that development transactions are approved by the subsidiary Board before they go to BIFAC and the TCHC Board for approval.

It was noted that going forward, as per the new subsidiary framework brought to the Committee earlier this year, a business case and approval from GCHRCC and the Board is required for the creation of any new subsidiary.  

Motion carried

ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Kennedy and carried, the GCHRCC resolved to receive the report for information and recommended that this report be forwarded to the Board for information.

TERMINATION

The GCHRCC public meeting terminated at 11:32 a.m.